Common use of SEC Filings; Business Clause in Contracts

SEC Filings; Business. The Company has filed all reports required to be filed by it under the 1933 Act and the Securities Exchange Act of 1934, as amended (the “1934 Act”), including pursuant to Section 13(a) or 15(d) thereof, for the twelve months preceding the date hereof (or such shorter period as the Company was required by law to file such reports) (collectively, the “SEC Filings”) on a timely basis or has timely filed a valid extension of such time of filing and any such SEC Filings have been accepted by the SEC prior to the expiration of any such extension. The SEC Filings are the only filings required of the Company pursuant to the 1934 Act for such period. At the time of filing thereof, the SEC Filings complied as to form in all material respects with the requirements of the 1934 Act and did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. During the preceding two years, each registration statement and any amendment thereto filed by the Company pursuant to the 1933 Act and the rules and regulations thereunder, as of the date such statement or amendment became effective, complied as to form in all material respects with the 1933 Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and each prospectus filed pursuant to Rule 424(b) under the 1933 Act, as of its issue date and as of the closing of any sale of securities pursuant thereto did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Company and its Subsidiaries are engaged only in the business described in the SEC Filings and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and its Subsidiaries, taken as a whole, as required to be disclosed.

SEC Filings; Business. (i) The Company has filed made available to the Investors through the EXXXX system of the SEC (“EXXXX”), true and complete copies of the Company’s most recent Annual Report on Form 10-K for the fiscal year ended June 30, 2010 (as amended prior to the date hereof, the “10-K”), and all other reports required to be filed by it under the 1933 Act Company pursuant to Sections 13(a), 13(e), 14 and 15(d) of the Securities Exchange Act of 1934, as amended amended, or any successor statute, and the rules and regulations promulgated thereunder (the “1934 Act”), including pursuant to Section 13(a) or 15(d) thereof, for since the filing of the 10-K and during the twelve (12) months preceding the date hereof (or such shorter period as the Company was required foregoing materials, including the exhibits thereto and the documents incorporated by law to file such reports) (reference therein, together with the Prospectus and the Prospectus Supplement, collectively, the “SEC Filings”) on a timely basis or has timely filed a valid extension of such time of filing and any such SEC Filings have been accepted by the SEC prior to the expiration of any such extension). The SEC Filings are the only filings required of the Company pursuant to the 1934 Act for such period. At the time of filing thereof, the SEC Filings complied as to form in all material respects with the requirements of the 1934 Act and did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. During the preceding two years, each registration statement and any amendment thereto filed by the Company pursuant to the 1933 Act and the rules and regulations thereunder, as of the date such statement or amendment became effective, complied as to form in all material respects with the 1933 Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; period and each prospectus SEC Filing was filed pursuant to Rule 424(b) under the 1933 Act, as of its issue date and as of the closing of any sale of securities pursuant thereto did not contain any untrue statement of in a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingtimely manner. The Company and its Subsidiaries are engaged in all material respects only in the business described in the SEC Filings and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and its Subsidiaries, taken as a whole. (ii) The statements set forth in each of the SEC Filings describing the Shares, this Agreement and the Purchase Agreements, insofar as required they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair in all material respects. (iii) Any statistical, industry-related and market-related data included or incorporated by reference in the Registration Statement, the Prospectus or the Prospectus Supplement, are based on or derived from sources that the Company reasonably and in good faith believes to be disclosedreliable and accurate, and such data agree with the sources from which they are derived.

SEC Filings; Business. The Company has filed Company's most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2001, as amended (the "2001 10-K"), and all other reports required to be and amendments thereto filed by it under the 1933 Act and Company pursuant to the Securities Exchange Act of 1934, as amended (the “"1934 Act”), including pursuant ") since the filing of the 2001 10-K and prior to Section 13(a) or 15(d) thereof, for the twelve months preceding the date hereof (or such shorter period as the Company was required by law to file such reports) (collectively, the “"SEC Filings”") on a timely basis or has timely filed a valid extension of such time of filing and any such SEC Filings have been accepted by are available from the SEC prior to the expiration of any such extensionthrough XXXXX. The SEC Filings are the only filings required of the Company pursuant to the 1934 Act for such periodperiods. At the time of filing thereof, the SEC Filings complied as to form in all material respects with the requirements of the 1934 Act and did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, as amended and in the light of the circumstances under which they were made, not misleading. During the preceding two years, each except as set forth in the SEC Filings: Each registration statement and any amendment thereto filed by the Company pursuant to the 1933 Act and the rules and regulations thereunder, as of the date such statement or amendment became effective, complied as to form in all material respects with the 1933 Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and each prospectus filed pursuant to Rule 424(b) under the 1933 Act, as of its issue date and as of the closing of any sale of securities pursuant thereto did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Company and its Subsidiaries are is engaged only in the business described in the SEC Filings and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and its SubsidiariesCompany, taken as a whole, as required to be disclosed.

SEC Filings; Business. (a) The Company has filed all reports required to be filed by it under is subject to, and in full compliance with, the 1933 Act and reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “1934 Exchange Act”), including pursuant . The Company has made available to Section 13(a) or 15(d) thereof, Exeter Capital through the XXXXX system true and complete copies of the Company’s Annual Report on Form 10-K for the twelve months preceding fiscal year ended July 2, 2005 (and any amendments thereto filed prior to the date hereof (or such shorter period as of this Agreement), the Company’s Quarterly Reports on Form 10-Q for the fiscal periods ended October 1, 2005, December 31, 2005 and April 1, 2006, each of the Company’s Current Reports on Form 8-K filed since July 2, 2005, and the Company’s proxy statement pertaining to its annual meeting of stockholders to be held on June 28, 2006 and each other filing made by the Company was required by law to file such reportswith the Securities and Exchange Commission (the “Commission”) under the Exchange Act (collectively, the “SEC Filings”) on a timely basis or ). The Company has timely filed a valid extension of such time of filing and not made any such filings with the Commission under the Exchange Act since July 2, 2005 except for the SEC Filings have been accepted by the SEC prior and documents that are only required to be furnished to the expiration of any such extensionCommission. The SEC Filings are Filings, when they were filed with the only filings required of the Company pursuant Commission (or, if any amendment with respect to the 1934 Act for any such period. At the time of filing thereofdocument was filed, the SEC Filings when such amendment was filed), complied as to form in all material respects with the applicable requirements of the 1934 Exchange Act and the rules and regulations thereunder and did not not, as of such date, contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. During All reports and statements required to be filed by the preceding two yearsCompany under the Securities Act of 1933, as amended (the “Securities Act”) and the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries (collectively, the “Subsidiaries”) are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries. (b) Each registration statement and any amendment thereto filed by the Company and which has become effective since January 1, 2004 pursuant to the 1933 Securities Act and the rules and regulations thereunder, as of the date such statement or amendment became effective, complied as to form in all material respects with the 1933 Securities Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, therein not misleading; and each prospectus filed pursuant to Rule 424(b) under the 1933 Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Company and its Subsidiaries are engaged only in the business described in the SEC Filings , and the SEC Filings contain Company will continue to make such filings as is necessary to comply with the obligations of a complete and accurate description in all material respects company with a class of shares registered pursuant to Rule 12(g) of the business of the Company and its Subsidiaries, taken as a whole, as required to be disclosedExchange Act.

SEC Filings; Business. The Company (a) EnSync has filed made available to the Purchasers through the EXXXX system of the Commission (“EXXXX”), true and complete copies of EnSync’s most recent Annual Report on Form 10-K for the fiscal year ended June 30, 2017, and all other reports required to be filed by it under the 1933 Act EnSync pursuant to Sections 13(a), 13(e), 14 and 15(d) of the Securities Exchange Act of 1934, as amended amended, or any successor statute, and the rules and regulations promulgated thereunder (the “1934 Act”), including pursuant to Section 13(a) or 15(d) thereof, for since the filing of the 10-K and during the twelve (12) months preceding the date hereof (or such shorter period as the Company was required foregoing materials, including the exhibits thereto and the documents incorporated by law to file such reports) (reference therein, collectively, the “SEC Filings”) on a timely basis or has timely filed a valid extension of such time of filing and any such SEC Filings have been accepted by the SEC prior to the expiration of any such extension). The SEC Filings are the only filings required of the Company EnSync pursuant to the 1934 Act for such periodperiod and each SEC Filing was filed in a timely manner. EnSync and its Subsidiaries are engaged in all material respects only in the business described in the SEC Filings and the SEC Filings contain a complete and accurate description in all material respects of the business of EnSync and its Subsidiaries, taken as a whole. (b) Any statistical, industry-related and market-related data included or incorporated by reference in the SEC Filings are based on or derived from sources that EnSync reasonably and in good faith believes to be reliable and accurate, and such data agree with the sources from which they are derived. (c) At the time of filing thereof, the SEC Filings complied as to form in all material respects with the requirements of the 1934 Act and did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. During the preceding two years, each registration statement and any amendment thereto filed by the Company pursuant to the 1933 Act and the rules and regulations thereunder, as of the date such statement or amendment became effective, complied as to form in all material respects with the 1933 Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and each prospectus filed pursuant to Rule 424(b) under the 1933 Act, as of its issue date and as of the closing of any sale of securities pursuant thereto did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Company and its Subsidiaries are engaged only in the business described in the SEC Filings and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and its Subsidiaries, taken as a whole, as required to be disclosed.